Original News Release
SEDAR Interim Financial Statements
Interim Condensed Consolidated Financial Statements (unaudited) of ROCKY MOUNTAIN LIQUOR INC September 30, 2025 Notice of No Auditor Review of Interim Financial Statements Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited interim condensed consolidated financial statements of Rocky Mountain Liquor Inc. (the “Company”) have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these interim condensed consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. TABLE OF CONTENTS PAGE Interim Condensed Consolidated Statements of Financial Position 1 Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity 2 Interim Condensed Consolidated Statements of Comprehensive Income (Loss) 3 Interim Condensed Consolidated Statements of Cash Flows 4 Notes to the Interim Condensed Consolidated Financial Statements 5-11 ROCKY MOUNTAIN LIQUOR INC. Interim Consolidated Statements of Financial Position (unaudited) September 30, 2025 December 31, 2024 As at Note $ $ ASSETS CURRENT Cash 153,618 212,136 Accounts receivable 194,976 264,173 Inventory 4 4,291,436 3,850,847 Prepaid expenses and deposits 311,360 232,782 4,951,390 4,559,938 NON-CURRENT Property and equipment 987,814 1,121,180 Intangible assets 72,277 80,388 Goodwill 4,192,323 4,226,237 Deferred tax assets 574,598 603,633 Right-of-use assets 8 8,785,703 9,164,909 19,564,105 19,756,285 LIABILITIES CURRENT Accounts payable and accrued liabilities 628,604 549,853 Goods and services tax payable - net 11,419 20,273 Operating facility 6 1,876,269 1,981,915 Current portion of lease liabilities 8 1,307,222 1,326,736 3,823,514 3,878,777 NON-CURRENT Lease liabilities 8 8,721,652 9,043,105 12,545,166 12,921,882 SHAREHOLDERS' EQUITY Share capital 7,427,311 7,427,311 Contributed surplus 1,024,148 1,024,148 Accumulated deficit (1,432,520) (1,617,056) 7,018,939 6,834,403 19,564,105 19,756,285 The accompanying notes form an integral part of these interim condensed consolidated financial statements Approved on behalf of the board: Peter J. Byrne Courtney Burton Chair, Board of Directors Chair, Audit Committee 1 ROCKY MOUNTAIN LIQUOR INC. Interim Consolidated Statements of Changes in Shareholders' Equity For the 9 months ended September 30 (unaudited) Share capital Contributed surplus Retained earnings (deficit) Total $ $ $ $ Balance at Jan 1, 2024 7,427,311 1,024,148 497,973 8,949,432 Net comprehensive loss for the period - - (424,970) (424,970) Balance at September 30, 2024 7,427,311 1,024,148 73,003 8,524,462 Balance at Jan 1, 2025 7,427,311 1,024,148 (1,617,056) 6,834,403 Net comprehensive income for the period - - 184,536 184,536 Balance at September 30, 2025 7,427,311 1,024,148 (1,432,520) 7,018,939 The accompanying notes form an integral part of these interim condensed consolidated financial statements 2 ROCKY MOUNTAIN LIQUOR INC. Interim Consolidated Statements of Comprehensive Income (Loss) (unaudited) For the 3 and 9 months ended September 30 3 months ended 9 months ended 3 months ended 9 months ended September 30, 2025 September 30, 2025 Sept
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ember 30, 2024 September 30, 2024 Note $ $ $ $ Sales 10,501,600 28,984,723 10,907,795 29,536,450 Cost of sales 4 7,930,433 22,170,097 8,358,950 22,717,954 2,571,167 6,814,626 2,548,845 6,818,496 Operating and administrative expenses 1,681,702 5,130,412 1,858,364 5,597,883 Income from operations before depreciation and other 889,465 1,684,214 690,481 1,220,613 Property and equipment depreciation 64,166 196,290 61,829 172,038 Intangible assets depreciation 2,622 7,899 2,265 5,588 Right-of-use assets depreciation 8 210,911 645,204 233,065 712,116 Finance costs on lease liabilities 8 139,290 406,962 146,560 443,085 Other expenses (income) Finance costs 6 41,728 120,419 67,477 201,285 Loss on disposal of property and equipment, intangible assets and goodwill 5 5,227 75,034 6,066 192,462 Gain on lease termination 8 - (12,251) - (26,509) Store closure expenses 9,271 51,410 6,532 32,948 Other income (20,317) (20,324) 576 570 452,898 1,470,643 524,370 1,733,583 Income (loss) before tax 436,567 213,571 166,111 (512,970) Deferred income tax (recovery) 96,209 29,035 54,000 (88,000) Net comprehensive income (loss) 340,358 184,536 112,111 (424,970) Basic income (loss) per share 7 0.01 0.00 0.00 (0.01) Diluted income (loss) per share 7 0.01 0.00 0.00 (0.01) The accompanying notes form an integral part of these interim condensed consolidated financial statements 3 ROCKY MOUNTAIN LIQUOR INC. Interim Consolidated Statements of Cash Flows (unaudited) For the 3 and 9 months ended September 30 3 months ended 9 months ended 3 months ended 9 months ended September 30, 2025 September 30, 2025 September 30, 2024 September 30, 2024 Note $ $ $ $ OPERATING ACTIVITIES Net comprehensive income (loss) 340,358 184,536 112,111 (424,970) Items not affecting cash Property and equipment depreciation 64,166 196,290 61,829 172,038 Intangible assets depreciation 2,622 7,899 2,265 5,588 Loss on disposal of property and equipment, intangible assets and goodwill 5 5,227 75,034 6,066 192,462 Gain on lease termination 8 - (12,251) - (26,509) Deferred income tax (recovery) 96,209 29,035 54,000 (88,000) Right-of-use assets depreciation 8 210,911 645,204 233,065 712,116 Changes in non-cash working capital 9 271,806 (483,956) 313,657 (704,392) Cash flow from (used in) operating activities 991,299 641,791 782,993 (161,667) INVESTING ACTIVITIES Purchase of property and equipment (31,729) (170,940) (175,567) (363,699) Purchase of intangible assets - (1,280) (11,445) (37,937) Proceeds on disposal of property and equipment - 172,271 - 1,100 Cash flow (used in) from investing activities (31,729) 51 (187,012) (400,536) FINANCING ACTIVITIES Principal repayments of bank loan - - - (959,499) Principal repayments on operating facility 6 (4,194,764) (10,118,668) (3,802,945) (9,040,688) Proceeds from operating facility 6 3,370,816 10,013,022 3,266,926 11,103,230 Principal portion of lease payments 8 (187,978) (594,714) (199,998) (611,044) Cash flow (used in) from financing activities (1,011,926) (700,360) (736,017) 491,999 DECREASE IN CASH (52,356) (58,518) (140,036) (70,204) 205,974 212,136 336,735 266,903 153,618 153,618 196,699 196,699 CASH FLOWS SUPPLEMENTARY INFORMATION Interest paid on bank loan, operating facility and other 6 41,728 120,419 67,477 201,285 Interest paid on leases 8 139,290 406,962 146,560 443,085 Income taxes paid - - - - The accompanying notes form an integral part of these interim condensed consolidated financial statements CASH - BEGINNING OF PERIOD CASH - END OF PERIOD
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4 ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 5 1. NATURE OF OPERATIONS Rocky Mountain Liquor Inc. (“Rocky Mountain Liquor”, or “RML”) is incorporated under the Canada Business Corporations Act, and is a tier one issuer with its common shares listed on the TSX Venture Exchange (under the symbol “RUM”). The Company’s registered corporate office is located at 11478 149 Street, Edmonton, Alberta, T5M 1W7. Rocky Mountain Liquor is the parent to a wholly owned subsidiary, Andersons Liquor Inc. (“Andersons”), acquired through a reverse takeover (“RTO”) on December 1, 2008. As at September 30, 2025, Andersons operated 22 (September 2024 – 24) retail liquor stores in Alberta, selling beer, wine, spirits, ready to drink products, as well as ancillary items such as juice, ice, soft drinks and giftware. These consolidated financial statements have been approved for issue by the Board of Directors on November 20, 2025. 2. MATERIAL ACCOUNTING POLICY INFORMATION Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim condensed consolidated financial statements, including International Accounting Standards (“IAS”) 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company’s 2024 audited annual consolidated financial statements and notes thereto for the year ended December 31, 2024. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements. Basis of preparation and significant accounting policies The interim condensed consolidated financial statements have been prepared on the historical cost basis except where otherwise specified. The accounting policies applied by the Company in these interim condensed consolidated financial statements are consistent with those used in the annual audited consolidated financial statements for the year ended December 31, 2024. Future Accounting Pronouncements The Company has adopted amendments to various standards effective January 1, 2025, which did not have a significant impact to these interim condensed consolidated financial statements. IFRS Accounting Standard 18 – Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS Accounting Standard 18, Presentation and Disclosure in Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three main categories of operating, investing and financing, and by specifying certain defined totals and subtotals. (continues) ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 6 2. MATERIAL ACCOUNTING POLICY INFORMATION (continued) IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 will not affect the recognition and measurement o
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f items in the consolidated financial statements, nor will it affect which items are classified in other comprehensive income (loss) and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard on the consolidated financial statements. IFRS Accounting Standard 9, “Financial Instruments“ and IFRS Accounting Standard 7, “Financial Instruments: Disclosures“ In May 2024, amendments to IFRS Accounting Standard 9, "Financial Instruments" and IFRS Accounting Standard 7, "Financial Instruments: Disclosures" were issued. The amendments clarify the timing of recognition and derecognition for a financial asset or financial liability, including clarifying that a financial liability is derecognized on the settlement date. Further, the amendments introduce an accounting policy choice to derecognize financial liabilities settled using an electronic payment system before the settlement date, if specific conditions are met. The amendments also require additional disclosures for financial instruments with contingent features and investments in equity instruments classified at fair value through other comprehensive income (loss). These amendments are effective for annual reporting periods beginning on or after January 1, 2026. Early adoption is permitted, with an option to early adopt only the amendments related to the classification of financial assets. The Company is currently assessing the effect of these new standards on the consolidated financial statements. 3. RELATED PARTY TRANSACTIONS Transactions with Related Parties During the 3 months ended September 30, 2025, the Company paid rents of $16,746 (September 2024 - $26,286) in respect of two retail liquor stores (September 2024 – three) to a privately held company in which a director is a significant shareholder. For the 9 months ended September 30, 2025 the Company paid rents of $58,342 (September 2024 - $74,678). Key Management Personnel Compensation The remuneration of Directors and other members of key management personnel are as follows: 3 months ended September 30, 2025 9 months ended September 30, 2025 3 months ended September 30, 2024 9 months ended September 30, 2024 Wages and salaries 142,943 $ 442,452 $ 141,929 $ 383,891 $ Other 1,337 3,937 1,070 4,019 144,280 $ 446,389 $ 142,999 $ 387,910 $ Other includes health plan expenses paid on behalf of members of key management. There are no other short-term, long-term, termination or post-retirement benefits extended to any Directors and other members of key management personnel of the Company. ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 7 4. INVENTORY The cost of inventory recognized as an expense and included in cost of sales for the 3 months ended September 30, 2025 was $7,930,433 (September 2024 - $8,358,950) and $22,170,097 (September 2024 - $22,717,954) for 9 months ended September 30, 2024. No inventory write downs were recognized in 2025 or 2024. 5. SALE OF RETAIL STORE In the 9 month period ended September 30, 2025, the Company sold one store (September 2024 – nil). The proceeds were allocated to the assets as follows: Carrying Value 2025 2024 Inventory 103,883 $ - $ Property and equipment 80,912 - Intangible assets 1,492 - Goodwil
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l 33,914 - Carrying value of net assets sold 220,201 $ - $ - Total cash consideration received 153,883 $ - Loss on disposal of property and equipment, intangible assets and goodwill 66,318 - Carrying value of net assets sold 220,201 $ - $ The sale of the retail store resulted in the derecognition of goodwill allocated to the associated liquor store CGU totalling $33,914 (September 2024 – $nil). This amount has been included in loss on disposal of property and equipment, intangible assets and goodwill on the interim condensed consolidated statements of comprehensive income (loss). 6. OPERATING FACILITY Through Toronto-Dominion Bank (“TD”), the Company has an operating facility with availability up to a maximum of $4,000,000. The interest rate on the operating facility is prime plus 1.25% per annum. As at September 30, 2025, the interest rate applicable to the operating facility was 5.95% (December 2024 – 6.70%). The operating facility availability is calculated as the lesser of i) $4,000,000 and ii) 75% of accounts receivable to a maximum of $1,000,000, plus 70% of the value of inventory plus goods and services tax and bottle deposits, less trade payables related to liquor and unremitted source deductions, plus up to $250,000 cash-in-transit allowances. Interest payments are due monthly. The operating facility is secured by a general security agreement representing a first charge on all assets. Principal repayments on and proceeds from the operating facility are disclosed on the interim condensed consolidated statements of cash flows. As at September 30, 2025 the operating facility has a balance of $1,876,269 (December 2024 - $1,981,915). (continues) ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 8 6. OPERATING FACILITY (continued) Below is a summary of the activity of the operating facility for the 3 months ended September 30: 2025 2024 Opening balance 2,700,217 $ 3,650,746 $ Finance costs 41,728 67,477 Repayments (4,236,492) (3,870,422) Principal repayments on operating facility (4,194,764) (3,802,945) Proceeds from operating facility 3,370,816 3,266,926 Balance at September 30 1,876,269 $ 3,114,727 $ Below is a summary of the activity of the operating facility for the 9 months ended September 30: 2025 2024 Opening balance 1,981,915 $ 1,052,185 $ Finance costs 120,419 166,792 Repayments (10,239,087) (9,207,480) Principal repayments on operating facility (10,118,668) (9,040,688) Proceeds from operating facility 10,013,022 11,103,230 Balance at September 30 1,876,269 $ 3,114,727 $ 7. INCOME (LOSS) PER COMMON SHARE Basic and diluted income (loss) per common share Basic and diluted income (loss) per common share is calculated by dividing the net comprehensive income (loss) attributable to shareholders of the Company by the weighted average number of common shares outstanding during the period. Below is the calculation of the basic and diluted income per common share for the 3 months ended September 30: 2025 2024 Net comprehensive income 340,358 $ 112,111 $ Weighted average number of common shares outstanding during the period 47,827,775 47,827,775 Basic and diluted income per share 0.01 $ 0.00 $ Below is the calculation of the basic and diluted income (loss) per common share for the 9 months ended September 30: 2025 2024 Net comprehensive income (loss) 184,536 $ (424,970) $ Weighted average number of common shares outstanding during the period 47,827,775 47,827,775 Basic and dilut
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ed income (loss) per share 0.00 $ (0.01) $ ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 9 8. RIGHT-OF-USE-ASSETS AND LEASE LIABILITIES The Company’s leases pertain solely to retail locations (buildings) that are subject to minimum rent payments excluding the Company’s proportion of occupancy costs. Lease commitments are based on the current lease term, including renewal periods if it is reasonably certain that they will be exercised. In addition to leases with fixed minimum rental payments, the Company has one lease with a five-year term where monthly rent is based on a percentage of sales. During the 9 month period ended September 30, 2025, the Company completed the sale of one store (September 2024 – closed one store) resulting in the derecognition of related lease liabilities and right- of-use assets under IFRS 16. The transaction led to a gain of $12,251 (September 2024 – $26,509) recognized on the interim condensed consolidated statements of comprehensive income (loss). Right-of-use assets: Below is a summary of the activity related to the Company’s right-of-use assets for the 3 months ended September 30: 2025 2024 Opening balance 9,164,286 $ 10,073,452 $ Lease remeasurement (167,672) (31,740) Right-of-use assets depreciation (210,911) (233,065) Balance at September 30 8,785,703 $ 9,808,647 $ Below is a summary of the activity related to the Company’s right-of-use assets for the 9 months ended September 30: 2025 2024 Opening balance 9,164,909 $ 10,089,995 $ Lease remeasurement 394,949 548,113 Lease termination (128,951) (117,345) Right-of-use assets depreciation (645,204) (712,116) Balance at September 30 8,785,703 $ 9,808,647 $ Lease liabilities: Below is a summary of the activity related to the Company’s lease liabilities for the 3 months ended September 30: Opening balance 10,384,524 $ 11,213,010 $ Lease remeasurement (167,672) (31,740) Finance costs on lease liabilities 139,290 146,560 Lease payments (327,268) (346,558) Principal portion of lease liabilities (187,978) (199,998) Balance at September 30 10,028,874 $ 10,981,272 $ Current portion of lease liabilities 1,307,222 $ 1,364,895 $ Non-current lease liabilities 8,721,652 9,616,377 Balance at September 30 10,028,874 $ 10,981,272 $ 2025 2024 (continues) ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 10 8. RIGHT-OF-USE-ASSETS AND LEASE LIABILITIES (continued) Below is a summary of the activity related to the Company’s lease liabilities for the 9 months ended September 30: Opening balance 10,369,841 $ 11,188,057 $ Lease remeasurement 394,949 548,113 Lease termination (141,202) (143,854) Finance costs on lease liabilities 406,962 443,085 Lease payments (1,001,676) (1,054,129) Principal portion of lease liabilities (594,714) (611,044) Balance at September 30 10,028,874 $ 10,981,272 $ Current portion of lease liabilities 1,307,222 $ 1,364,895 $ Non-current lease liabilities 8,721,652 9,616,377 Balance at September 30 10,028,874 $ 10,981,272 $ 2025 2024 9. CHANGES IN NON-CASH WORKING CAPITAL ITEMS 3 months ended September 30, 2025 9 months ended September 30, 2025 3 months ended September 30, 2024 9 months ended September 30, 2024 Cash (used in) provided by Accounts receivable (29,933) $ 69,197 $ 60,168 $ (26,496) $ Inventory 189,175 (544,472) 168,356 (647,524) Prepaid expenses and deposits (14,143) (78,578) 49,416 10,378 Accounts payable and accrued liabilitie
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s 124,186 78,751 53,069 5,817 Goods and services tax payable - net 2,521 (8,854) (17,352) (46,567) 271,806 $ (483,956) $ 313,657 $ (704,392) $ 10. FINANCIAL INSTRUMENTS The fair value of cash, accounts receivable, accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. The fair value of the operating facility approximates its’ carrying value as the instruments carry interest rates that reflect the current market rates available to the company. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty meeting obligations associated with its financial liabilities. The Company's objective in managing liquidity risk is to ensure access to sufficient cash and available credit to meet its short and long-term obligations under normal and stressed conditions. The Company manages this risk through detailed annual budgets, regular cash flow forecasts, and ongoing monitoring of results against forecast. Liquidity is also assessed in the context of maintaining compliance with the borrowing base condition under the Company’s operating facility, and by evaluating current market conditions, capital needs, and available sources of financing. (continues) ROCKY MOUNTAIN LIQUOR INC. Notes to Interim Condensed Consolidated Financial Statements September 30, 2025 11 10. FINANCIAL INSTRUMENTS (continued) The Company is currently reliant on its revolving operating credit facility, which is a demand facility with a maturity date in July 2026. While the facility remains available and the borrowing base condition as at September 30, 2025, showed a surplus of $1,443,394, the facility is subject to periodic review and renewal by the lender in the normal course. Given the demand nature of the facility and the fact it is subject to annual renewal, there is a risk the facility may not be renewed or renewed on similar terms. Management believes that the Company’s existing operating facility, results for the 3 and 9 months ending September 30, 2025, and forecasted operating cash flows, will be sufficient to meet its obligations as they come due over the next 12 months. Management is actively monitoring cash flows and evaluating strategic and operational initiatives to support improved performance and to ensure continued access to liquidity. There can be no assurance that additional financing, if required, will be available on terms acceptable to the Company or at all. However, based on current forecasts and financial position, management does not anticipate a liquidity shortfall in the near term.
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